Item 8.01. Other Events
As previously disclosed, on
On
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This communication is being made in respect of the proposed Mergers. In
connection with the proposed Mergers, Morgan Stanley filed a registration
statement on Form S-4 (the "Registration Statement") with the
MORGAN STANLEY AND THE COMPANY URGE INVESTORS AND SECURITYHOLDERS TO READ THESE
MATERIALS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN, OR
Investors and securityholders can obtain documents filed with the
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Morgan Stanley Eaton Vance1585 Broadway Two International Place New York, NY 10036Boston, Massachusetts 02110 Attention: Investor Relations Attention: Investor Relations 1-212-762-8131 617-672-6744
investorrelations@morganstanley.com esenay@eatonvance.com
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. In this context, forward-looking statements often address expected
future business and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan," "believe,"
"seek," "see," "will," "would," "target," similar expressions, and variations or
negatives of these words. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated benefits thereof.
All such forward-looking statements are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those
expressed in such forward-looking statements. Important risk factors that may
cause such a difference include, but are not limited to, (i) the completion of
the proposed transaction on anticipated terms and timing, including obtaining
required regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the management,
expansion and growth of the combined company's operations and other conditions
to the completion of the acquisition, including the possibility that any of the
anticipated benefits of the proposed transaction will not be realized or will
not be realized within the expected time period, (ii) the ability of Morgan
Stanley and the Company to integrate the business successfully and to achieve
anticipated synergies, risks and costs, (iii) potential litigation relating to
the proposed transaction that could be instituted against Morgan Stanley, the
Company or their respective officers or directors, (iv) the risk that
disruptions from the proposed transaction will harm Morgan Stanley's and the
Company's business, including current plans and operations, (v) the ability of
Morgan Stanley or the Company to retain and hire key personnel, (vi) potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the acquisition, (vii) continued availability of
capital and financing and rating agency actions, (viii) legislative, regulatory
and economic developments, (ix) potential business uncertainty, including
changes to existing business relationships, during the pendency of the
acquisition that could affect Morgan Stanley's and/or the Company's financial
performance, (x) certain restrictions during the pendency of the acquisition
that may impact Morgan Stanley's or the Company's ability to pursue certain
business opportunities or strategic transactions, (xi) unpredictability and
severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as Morgan Stanley's or the
Company's management's response to any of the aforementioned factors, (xii)
dilution caused by Morgan Stanley's issuance of additional shares of its common
stock in connection with the proposed transaction, (xiii) the possibility that
the transaction may be more expensive to complete than anticipated, including as
a result of unexpected factors or events, (xiv) those risks described in Item 1A
of Morgan Stanley's most recently filed Annual Report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K, (xv) those risks described in Item 1A
of the Company's most recently filed Annual Report on Form 10-K and subsequent
reports on Form 8-K and (xvi) those risks described in the Registration
Statement available from the sources indicated above. These risks, as well as
other risks associated with the proposed acquisition, are more fully discussed
in the Registration Statement that has been filed with the
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1Joint Press release issued byEaton Vance Corp. and Morgan Stanley onFebruary 19, 2021 104 Cover Page Interactive Date File - The cover page XBRL tags are embedded within the Inline XBRL Document
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